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The Companies Act 2006 (Consequential Amendments etc) Order 2008

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Company Directors Disqualification Act 1986 (c.46)

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106.  (1)  The Company Directors Disqualification Act 1986 is amended as follows.

(2) In section 3(3)(b)(1) (disqualification for persistent breaches of companies legislation)—

(a)in sub-paragraph (i), for “section 242(4) of the Companies Act”, substitute “section 452 of the Companies Act 2006”;

(b)in sub-paragraph (ia), for “section 245B” substitute “section 456”;

(c)in sub-paragraph (ii), for “that Act” substitute “the Companies Act 1985”.

(3) After section 20 insert—

Legal professional privilege

20A.  In proceedings against a person for an offence under this Act nothing in this Act is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications)..

(4) In section 22 (interpretation)—

(a)in subsection (7)—

(i)in the definition of “the Companies Acts”, for “section 744 of that Act” substitute “section 2 of the Companies Act 2006”;

(ii)in the closing words omit “(except the Insider Dealing Act)”;

(b)in subsection (8), for “section 735(1)(c) of the Companies Act, but also including that Act itself” substitute “section 1171 of the Companies Act 2006”;

(c)for subsection (9) substitute—

(9) Subject to the provisions of this section, expressions that are defined for the purposes of the Companies Acts have the same meaning in this Act..

(5) In section 22A(4)(2) (application of Act to building societies), for “or the Companies Act” substitute “, the Companies Act 1985 or the Companies Act 2006”.

(6) In section 22B(4)(3) (application of Act to incorporated friendly societies), for “or the Companies Act” substitute “, the Companies Act 1985 or the Companies Act 2006”.

(7) In section 22C(3)(4) (application of Act to NHS foundation trusts), for “or the Companies Act” substitute “, the Companies Act 1985 or the Companies Act 2006”.

(8) In Part 1 of Schedule 1 (matters for determining unfitness of directors)—

(a)for paragraph 4(5), substitute—

4.  The extent of the director’s responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 1985, namely—

(a)section 288 (register of directors and secretaries);

(b)section 352 (obligation to keep up and enter register of members);

(c)section 353 (location of register of members);

(d)section 363 (duty of company to make annual returns); and

(e)sections 399 and 415 (company’s duty to register charges it creates).

4A.  The extent of the director’s responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 2006, namely—

(a)section 386 (companies to keep accounting records); and

(b)section 388 (where and for how long records to be kept).;

(b)for paragraph (5)(6), substitute—

5.  The extent of the director’s responsibility for any failure by the directors of the company to comply with the following provisions of the Companies Act 2006—

(a)section 394 or 399 (duty to prepare annual accounts);

(b)section 414 or 450 (approval and signature of abbreviated accounts); or

(c)section 433 (name of signatory to be stated in published copy of accounts).;

(c)in paragraph 5A(7), for “the Companies Act” substitute “the Companies Act 1985 or the Companies Act 2006”.

(1)

Section 3(3)(b)(i) has been amended by the Companies Act 1989 (c.40), Schedule 10, Part 2, paragraph 35.

(2)

Section 22A was inserted by the Companies Act 1989 (c.40), section 211(3).

(3)

Section 22B was inserted by the Friendly Societies Act 1992 (c.40), Schedule 21, paragraph 8.

(4)

Section 22C was inserted by the Health and Social Care (Community Health and Standards) Act (c.48), Schedule 4, paragraphs 67 and 68.

(5)

Paragraph 4 has been amended by the Companies Act 1989 (c.40), section 139(4) and Schedule 16, paragraph 4.

(6)

Paragraph 5 has been amended by the Companies Act 1989(c.40), Schedule 10, paragraph 35.

(7)

Paragraph 5A was inserted by S.I. 1996/2827, Schedule 8, paragraph 10 and substituted by S.I. 2001/1228, Schedule 7, paragraph 9.

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